Kimberly S. Lubel
PBF EnergyAbout Kimberly S. Lubel
Kimberly S. Lubel (age 60) has served on PBF Energy’s Board since August 2017 and is currently Chair of the Audit Committee and a member of the Health, Safety & Environment (HS&E) Committee . The Board’s 2025 proxy lists her as an independent director; her “years of service” are shown as seven in the proxy summary, reflecting tenure counted through the 2024 period . She previously chaired the HS&E Committee (Oct 1, 2021–Mar 21, 2023) and served on the Compensation Committee (May 2019–Dec 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CST Brands, Inc. | Chairman, CEO & President | Jan 2013–Jun 2017 | Led Fortune 250 convenience & fuel retailer; company acquired by Circle K in Jun 2017 |
| CrossAmerica Partners GP LLC | Chairman of the Board | Oct 2014–Jun 2017 | General partner of publicly traded MLP; board leadership role |
| Valero Energy Corporation | Executive Vice President & General Counsel | 2006–2012 | Senior legal leadership; previously VP Legal Services (2003–2006) |
| Kelly, Hart & Hallman | Corporate Attorney | Pre-1997 | Corporate legal practice prior to joining Valero |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Arcosa, Inc. | Director | Since Nov 2021 | Human Resources; Governance & Sustainability |
| Westlake Corporation | Director | Since May 2020 | Audit; Compensation; Nominating & Governance; Corporate Risk & Sustainability |
| Southwest Research Institute | Director (Vice Chair since 2024) | Since Jan 2019 | Compensation; Nominating & Governance |
| Inspire Trust Company | Director | Since Sep 2022 | Board member |
| WPX Energy, Inc. (prior) | Independent Director | Prior service | Nominating, Corporate Governance & Public Policy; Compensation |
Board Governance
- Independence: Lubel is one of eight independent directors as determined under NYSE standards; the Board adopted categorical standards to guide independence determinations .
- Committee assignments: Audit Committee Chair; HS&E Committee member (was HS&E Chair Oct 1, 2021–Mar 21, 2023; Compensation Committee member May 2019–Dec 2022) .
- Attendance and engagement: In 2024, the Audit Committee met five times and “each meeting was attended by all of the members”; HS&E met four times with all members attending .
- Board attendance: The Board met seven times in 2024; each director participated in at least 75% of Board and Committee meetings held while in office; all directors then in office attended the 2024 Annual Meeting .
- Financial expertise: All Audit Committee members (including Lubel) were designated “audit committee financial expert” by the Board .
- Executive sessions and lead independent oversight: Independent directors typically meet in executive session prior to every Board meeting; Lead Director S. Eugene Edwards coordinates independent director activities and acts as liaison .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly pro rata to non‑employee directors |
| Audit Committee Chair retainer | $25,000 | Additional annual retainer for Audit Chair role (Lubel) |
| Total fees earned (cash) | $155,000 | Reported for Lubel in 2024 Director Compensation table |
| Equity grant (post 2024 re‑election) | $175,000 | Fully vested Class A shares at grant; transfer restrictions lapse one‑third annually over three years, subject to waiver under certain circumstances |
| Total 2024 director comp | $330,000 | Reported for Lubel (cash + stock awards) |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to at least 3× annual cash retainer; five‑year compliance window; all directors serving >5 years have met guidelines (Lubel >5 years) .
Performance Compensation
| Performance‑linked elements in director pay | Status |
|---|---|
| Performance metrics (e.g., TSR, EBITDA) | None disclosed for directors; director compensation consists of cash retainer, chair fees, and fixed‑value equity grants with time‑based transfer restrictions |
Other Directorships & Interlocks
| Company | Relationship to PBF (potential) | Notes |
|---|---|---|
| Westlake Corporation | Chemicals; sector adjacency | Lubel serves on multiple committees; no related‑party transactions disclosed as significant at PBF |
| Arcosa, Inc. | Industrial products | Committee roles noted; no significant related‑party transactions at PBF |
| Southwest Research Institute | Non‑profit research institute | Vice Chair since 2024; no significant related‑party transactions at PBF |
| Inspire Trust Company | Financial services | Board member; no significant related‑party transactions at PBF |
| WPX Energy, Inc. (prior) | E&P | Prior service; no interlocks reported at PBF’s Compensation Committee |
Expertise & Qualifications
- CEO and operating leadership experience: Led CST Brands (Fortune 250) as Chairman/CEO/President, overseeing 14,000 employees .
- Legal and governance expertise: Former EVP & General Counsel at Valero; prior corporate attorney; extensive public company governance roles .
- Financial oversight: Audit Committee Chair; designated audit committee financial expert by Board .
- Industry domain: Longstanding energy sector experience across refining, retail fuel, and chemicals; breadth reflected in Board’s skills matrix emphasis on accounting/audit and industry expertise .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Breakdown | Pledging |
|---|---|---|---|---|
| Kimberly S. Lubel | 39,976 shares | <1% (“*”) | 33,240 Class A shares held directly; 6,736 restricted Class A shares (vote and receive dividends; transfer restrictions) | None of the shares listed are pledged as security |
- Shares outstanding at record date: 115,648,069 Class A; Class B holders collectively held 862,780 PBF LLC Series A Units (voting only) .
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with audit‑financial expert designation; full committee attendance; robust stock ownership alignment; and prohibition on director hedging/pledging of PBF stock .
- Compensation structure: Balanced mix of fixed cash and time‑restricted equity; chair fee aligns pay with oversight responsibility; no performance‑based pay that could bias short‑term decisions at the board level .
- Conflicts and related‑party exposure: Proxy states no significant related‑party transactions involving directors or officers; Compensation Committee interlocks absent .
- Shareholder signals: Strong say‑on‑pay support (97.30% in 2024) and active board‑led investor engagement program under Nominating & Corporate Governance Committee enhance governance credibility .
- Attendance and engagement: Board and committees maintained high attendance; independent directors meet in executive session before each Board meeting, supporting board effectiveness .
RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions, or attendance shortfalls for Lubel in 2024 .